EXHIBIT 10 (a)(5)
CONDITIONAL SHARE GRANT AGREEMENT
AGREEMENT made this 17th day of April, 2002, between UNIVERSAL FOREST PRODUCTS, INC., a
Michigan corporation (the "Company"), and WILLIAM G. CURRIE (the "Employee").
The Universal Forest Products, Inc. Long-Term Incentive Plan authorizes the award of shares of stock to key
employees of the Company upon such terms and conditions as may be determined by the Committee or the
Board of Directors.
The Committee has approved the conditional grant of shares to the Employee upon the terms and conditions set
forth in this Agreement. The Company and Employee desire to confirm in this Agreement the terms, conditions,
and restrictions applicable to the grant of restricted stock.
NOW, THEREFORE, intending to be bound, the parties agree as follows:
1.1 "Board" means the Board of Directors of the Company.
1.2 "Change in Control" means an occurrence of a nature with respect to the Company that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act.
Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control shall be deemed
to have occurred as of the first day that any one or more of the following conditions is satisfied:
(a) Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding
(b) At any time a majority of the Board of Directors of the Company is comprised of other than Continuing
Directors (for purposes of this section, the term Continuing Director means a director who was either
(i) first elected or appointed as a director prior to the Effective Date of this Agreement; or (ii) subsequently
elected or appointed as a director if such director was nominated or appointed by at least a majority of the then
Continuing Directors); or
(c) Any of the